XML 18 R7.htm IDEA: XBRL DOCUMENT v3.21.1
Organization and Business
9 Months Ended
Apr. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Business

1. ORGANIZATION AND BUSINESS

 

Organization. Non-Invasive Monitoring Systems, Inc., a Florida corporation (together with its consolidated subsidiaries, the “Company” or “NIMS”). The Company previously developed and marketed its Exer-Rest® line of acceleration therapeutic platforms based upon unique, patented whole body periodic acceleration (“WBPA”) technology of which the Company maintains patents. The Company maintains limited administration, but does not have any operations or inventory.

 

Business. The Company is currently a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Discontinued Operations. On May 3, 2019 the Company exchanged inventory for forgiveness of accrued unpaid rent. The Company has no inventory, no immediate plans to replenish inventory and has no current plans to develop or market new products.

 

Accordingly, the Company determined that the assets and liabilities met the discontinued operations criteria in Accounting Standards Codification 205-20-45 and were classified as discontinued operations at April 30, 2021 and July 31, 2020 and for the three and nine months ended April 30, 2021 and 2020.

 

Going Concern. The Company’s consolidated financial statements have been prepared and presented on a basis assuming it will continue as a going concern. As reflected in the accompanying condensed consolidated financial statements, the Company had net losses from continuing operations of approximately $127,000 and $139,000 for the nine months ended April 30, 2021 and 2020, respectively, and has experienced continuous cash outflows from operating activities. The Company also has an accumulated deficit of approximately $28,331,000 as of April 30, 2021. The Company had approximately $61,000 of cash at April 30, 2021 and working capital deficit of approximately ($209,000). These matters raise substantial doubt about the Company’s ability to continue as a going concern.

 

The Company is seeking potential mergers, acquisitions and strategic collaborations. The Company is also exploring obtaining a promissory note. There is no assurance that the Company will be successful in this regard, and, if not successful, that it will be able to continue its business. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty.

 

Equity Exchange Agreement. On December 3, 2018, the Company entered into an Equity Exchange Agreement with IRA Financial Trust Company, a South Dakota trust corporation, IRA Financial Group LLC, a Florida limited liability company (collectively “IRA Financial”), and their respective equity holders. The Company, IRA Financial and the equity holders subsequently amended the Exchange Agreement on three occasions to extend the outside date for consummation of the Exchange, with the last such extension expiring on July 3, 2019.

 

On August 4, 2019, IRAFG delivered to the Company notice of termination of the Exchange Agreement pursuant to Section 8.01(b)(i) of that agreement due to the failure of the Exchange to have closed on or prior to the Outside Date. No termination fees, penalties or other amounts are payable by the Company in respect of such termination.